Cat O' Nine Tentacles
by SerenaCalico
Summary: Serena Calico is a physicist who becomes the Feline Avenger. When she meets the new super-villain Doc Ock, a fellow scientist and outcast, she realises that if they stay together, they survive ...
1. Chapter One

**Chapter One**

The darkness overwhelmed Serena Calico as she lay dying.

No, this couldn't be happening to her! She wasn't fated to die like this, bleeding to death in an alleyway, the victim of a mugging-gone-wrong. If only she hadn't fought back, she might have made it through the encounter. She'd been blinded with rage, though. When the masked men had asked for her purse, she'd fought them with every iota of her strength. It hadn't been enough, though. One of them had produced a knife, and Serena Calico, for all her desperate will to live, was no match for cold steel.

She could feel the blood trickling down her side as she lay sprawled in the alley. She couldn't move, she could hardly breathe, and she knew that she was dying. She exhaled, and suddenly couldn't inhale. It was over for her. Rain washed the last bitter tears down her face.

An eternity passed in a moment, the passage of time meaning nothing to Serena Calico's cooling body. Warm breath caressed her lips. Was this some final indignity about to be heaped on her limp body? She was past caring.

A cat miaowed, the wail of a forlorn child.

"Open your eyes, Serena", a voice seemed to say to her, although she had no idea where it was coming from.

She heard another miaow, then another, and finally, a whole chorus of cat voices crying out to her. With each cry, it was as if her body was filled with life, her spirit renewed. What was happening to her? Was this death after all?

Serena Calico opened her eyes.

She still lay in the dark and rainy alley, but she was surrounded by furry bodies and bright eyes. Some of the cats were plump and well-fed, while others showed ribs, yet all of them were bedraggled from the rain, and all of them were staring at her.

She felt different somehow. Stronger, perhaps. She raised a hand and flexed it experimentally. It still looked the same. She was still Serena, yet, without a doubt, she was not the same person she'd been.

Suddenly she looked down. Where the gaping knife wound had been, there was now nothing, as if it had been healed instantly, or as if it had never happened. She couldn't have imagined it, though – the fabric of her dress was torn and bloody, yet there was no wound. Was she dreaming? She felt vague and distanced, as if she was looking at everything in a trance.

Serena sprang to her feet with a dexterity that surprised her. She looked around again, but all the cats were gone. She hadn't seen them flee; it was as if they'd just ... vanished.

"We didn't do a proper job on you the first time, eh?" a voice snarled from the darkness.

Panic gripped Serena. This miracle had been worked on her, and now she was about to face the same fate she thought she'd escaped! Three men advanced from the depths of the alley, one holding a gleaming blade. Their features were blurred by the pouring rain, the three of them indistinguishable until one of them spoke again.

"You should have kept your nose out of what didn't concern you. Now you'll pay for it!" the tallest of the men said, his words searing Serena with their savage fury.

As if in a dream, she stepped forward. Her body seemed to move of its own accord, with Serena merely an observer. She watched as she laid the first mugger low, with well-placed kicks. The second fell as quickly as the first. As she approached the one with the knife, he took a defiant swing at her. She heard herself laugh coldly, then dispatched him with the same ease. The knife fell to the ground with a metallic thud, lying uselessly on the tar as the cleansing rain washed it.

She collapsed to the ground, sudden knowledge and understanding washing over her. She was dead. She, Serena Calico, had been killed during a mugging. She'd been left to die, and she had indeed died. She knew that, somehow. Yet somehow she'd come back from the dead. The cats had something to do with it. She was stronger and more agile than she ever considered possible. She understood now. Working as one, the cats had given her life. They'd seen something in her, a thirst for justice and a desire to avenge her own senseless death.

She wondered briefly at her sudden acceptance of the bizarre fact of her death and rebirth. She'd lost her life that very night, and been revived in a ritual so strange that she would have found ludicrous in the pages of a science-fiction novel, and yet it all seemed so right to her. She didn't question what had happened to her. She just knew it. From scientist to superhero in ten minutes – she would have laughed if she hadn't remembered the agony of death.

And what did her would-be killers mean when they said that she'd pay? What was it that hadn't concerned her? As she'd lain dying in the alley, she'd thought that this senseless attack was nothing more than a random mugging. Now she knew that her death was something more.

Serena Calico rose shakily to her feet, the adrenaline of the last few minutes wearing off. She was alive, she was dead, she was everything and she was nothing. She was no longer the Serena Calico everyone had known, and she was filled with new purpose. She had new talents and new skills, and she was going to use them to find out the truth about her death. She'd prowl the rooftops and patrol the streets, with night as her ally and her cat-like powers as her weapon.

Catwoman? No, too passé. There'd been far too many of those. The Feline Avenger? That sounded better. More appropriate, somehow.

She straightened her body and pulled her shoulders back. She'd walk with confidence and face anything with equanimity. She was now the Feline Avenger.

Her lips curled in a smirk.

"Miaow", she said with a hiss.


	2. Chapter Two

**Chapter Two**

Serena Calico dreamed. Her dreams were twisted and odd, unlike any others she'd ever had before. She'd felt truly free for the first time in her life, yet somehow strangely constricted.

She remembered last night. The terror, the pain, the revival ... all these were still clear in her mind. She'd gone back to her small apartment afterwards in a dream-like state. She couldn't fight evil dressed in a business suit, so she'd ransacked her wardrobe for something suitable. After a few alterations, she was happy with the old leather catsuit she'd found.

She'd curled up on the bed, seeking warmth and comfort. It had all seemed so small and cramped, though. This place was part of her old life. She was no longer the same person. In the middle of the night, she'd left, driven by a strange compulsion that she couldn't even begin to explain.

Still wandering as if in a dream, Serena had come across an old warehouse on the river. It appeared to have been abandoned for years, and it was dilapidated and falling to pieces, but Serena loved it. It had a wide spaciousness that she craved, and dark corners that whispered their secrets to her. The smell of wear and tear was ingrained into the wooden fixtures, and she felt as comfortable there as if it had been her home her whole life.

She had found a platform high above the water, where she'd fallen asleep and had dreamt about her new life. Stretched out happily, the hard surface not even bothering her, Serena slept.

She was woken sharply by the sound of a voice. A male voice, too. Rebuilding? Power of the sun? She couldn't hear what he was saying, but it sounded ominous.

Serena hissed softly. This was her new home, and this stranger had invaded it. What was he doing here? She'd clear him out quickly, then go back to sleep, awaiting the night when she could prowl the city.

She peered over the edge of the platform, then recoiled in shock. The stranger was tall and imposing, but what was most startling about him were the four long and flexible metal tentacles extending from his back, each ending in metal claws. They writhed and chittered ominously, as if talking to him. Serena squinted at him in mixed fear and curiosity from her hiding place. His back was turned to her, so she couldn't see anything else of him, but he was draped in an old grey blanket, looking for all the world like some bizarre refugee. She smiled to herself. Another freak. She'd soon show him that this warehouse was hers.

Rising silently to her feet, she paused for a moment, then sprang off the platform, landing lightly in front of the stranger. She hadn't anticipated the speed with which a tentacle would lash out. The blow knocked her off her feet and halfway across the warehouse, landing her squarely in the water. She gasped as the cold water enveloped her body. She'd made a mistake underestimating the stranger. She would not make that mistake again. She was like a cat now. Stealth and secrecy were her allies. With the strength of those tentacles, she couldn't hope to win in a face-to-face combat, but –

Serena suddenly found herself hauled out of the water by her ankle, then dangled upside down. Another tentacle was extended, this one gripping her head threateningly.

"I should have done some spring-cleaning when I arrived. You never know the vermin you'll find in this kind of place", the stranger said, the menace evident in his voice.

Even in her panicky state, Serena frowned. There was something familiar about the voice. Something distinctly appealing too. She pushed the thought from her mind. She was dangling upside-down, with her head about to be squashed, and this was not the time for that sort of thing.

Instinct took over for Serena. She swung forward, still upside-down, and lashed out at the man. Her fists contacted flesh, and she heard him gasp. The tentacle's grip on her ankle loosened for a moment, but that was enough for her. She pulled her ankle free and dropped, turning a somersault in the process and landing on her feet. She needed to get out of the range of those tentacles. She looked over at the stranger to judge his distance, then stopped, staring at him.

"Dr Octavius! Otto!" she cried.

He looked at her in shock, then with rapidly dawning recognition. His mouth twisted in the semblance of a smile.

"Serena Calico. Not the first person I would have thought of in black leather, living in a deserted warehouse. You always used to seem so demure."

"I don't live here", she snapped.

Otto raised a questioning eyebrow.

"Okay, well, maybe I do", she conceded, then gestured at his tentacles. "What happened to you? I read about the work you were doing, and about the ... _assistants_ that you were developing, but I never expected anything like this."

His face twisted in sorrow, his tentacles writhing in sympathy. "There was an accident, and these arms have been fused to my spine. My life's work is ruined. Rosie is dead."

Serena closed her eyes briefly. She remembered his wife as a warm and caring person. She'd been Otto's graduate student for a while, and, while Otto had always remained a slightly distant figure, Rosie had always been good to her. They'd gotten on very well, with Rosie giving Serena tips on dealing with her husband. She found it difficult to believe that Otto's vibrant wife was dead. She opened her eyes again to see Otto watching her with an unreadable expression on his face.

"Why are you here, Serena?" Otto asked directly, his face hardening. "Are you here to talk to me? Reason with me? How did you know I was here?"

A tentacle snapped menacingly. Serena shrugged helplessly.

"I didn't even know about your accident. I ... died and was reborn. I couldn't live in my apartment any more. So I came here. I was murdered, and I don't know why. But I'm going to find that out."

Otto laughed coldly, then paused as he watched her face. A single tear trickled down the porcelain perfection of her skin, an odd contrast with her determined scowl. She obviously believed what she was saying about her death. What had happened to the cynical scientist he'd known?

"I don't believe it all either", Serena went on, "But it happened anyway. Watch this."

She crouched slightly, then leapt. She reached her sleeping platform with ease. She did a series of acrobatic rolls as she swung her way down to Otto, landing in front of him with casual grace.

"I don't know what's happened to me. I just know what I can do."

She fell silent, watching him cautiously. Otto frowned slightly, then nodded.

"I know you, Serena. And I believe you. But I need this warehouse so that I can rebuild. My life's work will not be wasted!"

"You want me to leave?" Serena asked wonderingly. "You're a freak, Otto! How are you going to interact with the outside world? At least I don't have tentacles attached to me. I can move around easily, and I can get you whatever you need. You need me. And I need this place. I don't know where else I'll go."

Otto scowled at her. "I suppose I could use you. You were the best grad student I ever had, and you're a damn good physicist by all reports. You can help me."

Serena smiled for the first time. Otto was struck by the openness of her smile, and by the crinkles of laugh lines around her golden eyes, eyes that truly resembled those of a cat, fringed with dark lashes. He suddenly realised that he was staring into her eyes and turned away quickly. Serena gestured at his blanket.

"It's not that I don't appreciate the view ...".

Otto looked slightly embarrassed and pulled the tattered fabric around himself.

"... but I really think we need to find you some new clothes".

Otto raised an eyebrow. "Oh? From where?"

Serena smirked knowingly. "Leave that to me ..."


	3. Chapter Three

**Chapter Three**

"Like them?"

Serena Calico laid a heaped pile of clothing down at Otto Octavius's feet, in the same way a cat would lay a dead bird before her owner. She stepped back and smiled proudly.

"I could get used to a life of crime," she said thoughtfully.

Otto reached down and picked up the trenchcoat. Serena raised an eyebrow as she watched a tentacle slice the cloth, tentatively at first, but with increasing speed. A few strokes later, the coat had four gaping holes in the back. She watched with great amusement as Otto and the tentacles wormed their way into the coat. She couldn't contain her smirk as he cursed vehemently, the metal arms tangled up with the fabric. When he was finished, his brow creased with the effort, she nodded approvingly.

Otto looked over at her. "I can't wear this hospital gown forever."

Serena looked blank.

"I need to finish dressing. Why don't you go chase some birds or something?"

She blushed, suddenly realising what he was talking about. She'd obviously been staring too ostentatiously. Without a word, she turned and walked over to the far side of the warehouse. She didn't dare turn around and look. When she was sure she was out of Otto's sight, she sat down and breathed deeply.

Of all the people in the world, why did she have to get stuck with Otto Octavius? She'd had a crush on him when she was his student, and it had apparently never gone away. She still felt those butterflies in her stomach when she saw him, his voice still awoke new desires in her, and those eyes ... actually, she preferred not to think about his eyes. They'd never had anything other than a purely professional relationship. He'd been married to Rosie, and she'd been so close to Rosie. She wasn't sure Otto had ever seen her as a woman anyway. He'd only had eyes for his wife. She sighed. She'd hoped it was just one of those student-teacher crushes that would vanish as soon as they were out of contact. Apparently not.

On the other side of the warehouse, Otto Octavius was dressing distractedly. He wasn't quite sure why he suddenly felt so agitated. He'd worked with Serena before, and he thought he'd known her well. She'd always been quiet, almost unnoticeable. She was a very good student, but he'd never seen her as anything other than that. How could he? Rosie had been his world. But now Serena was different. She moved with the grace of the cat she claimed to be channeling, her red hair falling about her shoulders like a cascade of flame. Her smile hinted at her new-found confidence, and her leather outfit covered curves that he hadn't realised she possessed. The Feline Avenger? The name was appropriate, even if it did make him smile to himself. He wondered if she'd take well to him offering some alternate suggestions. He suspected not.

He sighed to himself. Rebuilding. That was what he should be focusing on, not Serena's curves. Not that he'd been thinking about them, or the mischievous glint she got in her wide eyes, or ... no, he definitely wasn't going to think about that.

He looked down at himself. Serena had done a good job finding appropriately-sized clothing. She was good at a lot of things, it appeared. A tentacle chittered approvingly.

"You look ... menacing."

Otto looked up to see Serena watching him, a hint of a smile on her face. He tried to conceal his embarrassment as he wondered if he'd been smirking to himself while thinking about her.

He nodded to Serena. "I'm going to acquire some money. I should be back a bit later."

Serena looked incredulous. "You're going to 'acquire' some money and I must just wait here like a good little girl? What are you going to do, rob a bank?"

Otto smirked. "Precisely."

Serena scowled at him. "You're not going alone. I'm your partner in all of this, not your personal assistant. I don't just organize your wardrobe and your social calendar."

"I know how I work. I don't know how you work. I've seen you move, but I have no idea what you're capable of. You could well be a liability, for all I know. Until I know more about your skills, you're not going with me. And don't think about following me, either. I'll spot you with ease." A tentacle snapped threateningly.

Dark eyes met golden ones for a long moment. Eventually the golden ones narrowed, then dropped.

"Very well", Serena said with a hint of bitterness in her voice. "I'll just have to prove myself to you then."

"As you wish", Otto said, his face impassive and the tentacles swaying silently.

He turned to leave. Serena watched him go with a frown. Damn the man! He'd made her feel as sulky as a teenager. She could feel her face settling into lines of resentment. He was right, after all. He didn't know anything about her abilities. She wished he'd given her a chance to show him what she could do. As she thought about it further, she smiled.

"Showing off in front of your crush, are you, Serena?" she asked herself, shaking her head.

Suddenly she tilted her head to one side, deep in thought. Perhaps there was a way she could indeed prove herself? She also worked better on her own, her stealth and speed her primary assets, and she'd just had an idea that would convince Otto that she was more than she appeared.

Serena straightened up, a gleam in her eye. She brushed some dust off her leather outfit, flicked her hair back and strode forward purposefully.

The Feline Avenger was on the prowl.


	4. Chapter Four

**Chapter Four**

Serena Calico, the Feline Avenger, took a deep breath. This was it. This was her chance. She would prove herself to her former mentor, and she'd bring in enough loot to finance the fusion experiment ten times over.

She paused outside the store entrance, then opened the door and went in.

The sparkle of the jewellery was exquisite. A selection of exotic metals, precious gems and the finest craftsmanship dazzled her. For a moment, she found herself overwhelmed by the allure of the riches before her, transfixed by their beauty. She'd always had a fondness for jewellery, but she'd never been able to indulge it before. A physicist's salary didn't extend to gold or diamonds. It was different now. She was no longer Serena Calico, dowdy scientist. She was the Feline Avenger, and all this was going to be hers.

Heads turned to watch her as she strode across the plush red carpet. She was enjoying the admiration that her black leather and her lusciously flowing red locks were getting, and she smiled to herself when she realised how much more attention she'd get when everyone in the store found out what her real intentions were.

A tall, balding man, his expensive-looking suit marking him as the manager, gave her an obsequious smile. She'd never had that in this sort of store before. She'd always been ignored before, passed over as shop attendants scrambled to assist their more glamorous customers. Yes, he'd do just perfectly.

She came to a stop in front of the counter. His eyes met hers and he leaned forward involuntarily. With a flutter of her eyelashes and a slight hint of a smile, she grabbed his tie playfully. Slightly startled, he nonetheless reacted with an answering smile. There was no point in offending customers like this one, even if he hadn't been seduced by those eyes, huge golden irises with pupils that narrowed to cat-like slits. Slit pupils? The realization startled him and he jerked back.

Serena Calico snarled. She pulled him forward by his tie, until their faces were almost touching.

"Miaow," she whispered.

Her victim recoiled from the determination in her voice.

"Give me everything you've got," Serena said softly. "I won't hurt anyone unless you force me to, but I want your jewellery, and I want it right now ..."

Otto Octavius had not been having a good day. His trip to the bank had been interrupted by the arrival of Spider-Man, a figure he'd considered to be an urban legend perpetuated by unscrupulous tabloids until their first encounter at his failed fusion experiment. Now the red-and-blue-clad web-slinger had been doing his best to thwart Otto's plans. He'd inconvenienced Otto, that was true, but he'd still managed to escape with a considerable quantity of gold. Perhaps the legendary Spider-Man wasn't as skilled as rumour made him out to be?

Then, as he was fleeing the site of the robbery, he'd found himself dodging police cars and even the odd helicopter. Annoyingly, it appeared that they weren't even chasing after him, but rather after some jewel thief. He didn't want publicity, of course, but it still irked him that he had to share the limelight with someone else.

Although he was indeed rather amused by the new nickname he'd been given by the tabloids. "Doctor Octopus" sounded suitably menacing. "Doc Ock" was less so, but he found it oddly catchy. Doc Ock, super-villain, scourge of Spider-Man, super-scientist - he was running out of "s" words, but he liked what he'd got so far. He'd have to work Serena in there too. Perhaps she could be his tentacle-polishing handmaiden? The thought popped into his mind unbidden, and he flushed as he realised that not only would she not approve of such a title, but that he was finding thoughts of her doing such a job to be strangely ... pleasurable.

No, he wouldn't give Serena's attributes any more thought. She his former student, by far the most brilliant he'd ever had, and he wouldn't take advantage of her new-found sensuality.

The relative darkness inside the warehouse soothed Otto's eyes. He'd had his sunglasses shattered by his hostage, and the trip back had been uncomfortable. His eyes were very sensitive to light since the accident, and he'd found himself forced to wear sunglasses in most environments. Actually, he rather liked the mysterious air they gave him, even though he wouldn't have admitted it to a soul.

A tentacle dumped the heavy bag on the ground. A lone gold coin fell out and landed on the wooden floor with a muted clink.

"Serena!" he called. There was no response.

He wondered where she was. With the uproar in the city both from him and from the jewel thief, it certainly wasn't safe for her to be out, especially not during the day. As agile and dexterous as she was, she didn't have the brute strength of his tentacles. 

"Serena?" he called again, a note of query in his voice.

This time, he got a muffled response. She'd obviously been sleeping. He strode over to the source of the voice, which was at the far end of the warehouse behind some empty wooden crates.

"We have the gold!" he announced with a triumphant smile as he rounded the corner.

It sounded more than a little trite when he said it, but he hoped that she'd be impressed by the deed, rather than by his words. However, his smile froze as he saw Serena.

She was lying on an old grey blanket, curled up like a cat. Scattered on the blanket, like the myriad stars in a galaxy, were piles of jewels, their glitter hypnotic. Serena lay half on top of the riches, her eyes closed and a small grin playing around her lips. She opened her eyes and stared directly at him. Her hair fell over the right side of her face, like a river of fire. A tiara perched on the flame-like mass, and huge diamond earrings dangled from her ears. Diamonds gleamed around her wrists, neck and ankles.

For a moment, Otto was reminded of an ancient queen. Her loveliness was so intense that it was almost heart-stopping. The precious sparkles surrounding her only enhanced her beauty, rather than stealing his attention from it. Then he frowned and raised an eyebrow.

"You were the jewel thief?" he asked, the sentence more of a statement than a question.

Serena shrugged as modestly as she could, while she tried to hide her pride in her skills and in the riches around her.

"You risked everything. You could have been killed! Worse, you could have compromised my experiment!"

Serena's face fell and her jaw tensed. She stood up, jewellery falling everywhere, and faced him directly.

"Listen, Octavius, if you think I'm going to wait here while you do everything, you're wrong. I told you this before – I'm tough, I'm competent, and I'm sure as hell not going to wait around here sewing your clothes and cleaning the warehouse!" she hissed, her pupils narrowing to thin slivers.

A tentacle twitched angrily, then snapped meaningfully at her. Serena stood her ground. If it came to it, she'd fight him again, and this time she'd win.

"I told you to wait here. It's dangerous out there. You're causing problems that we don't want or need," Otto said, forcing himself to remain calm.

Serena threw up her hands in frustration.

"You don't need to protect me. I'm no longer your student, someone who needs to be sheltered from the outside world. I can take care of myself. I showed it today, didn't I?"

Suddenly her shoulders dropped and she sighed deeply. She folded her arms across her chest, then looked up at him again, hair still curling down the right side of her face.

"I was glad to see you again, Dr Octavius, but I think it's time for our association to end. As much as I respect you, I do not think we can work together any more. Stay in the warehouse – I'll find another shelter."

She turned away and began to pack the jewels in a soft leather knapsack.


	5. Chapter Five

**Chapter Five**

Otto Octavius stared at Serena Calico's back as she turned away from him, crouched and began to stuff the jewels in her knapsack. Small sparkling items fell everywhere and she scrabbled for them, her movements suddenly clumsy.

He wished he hadn't spoken. Even as he'd said the words, he'd known that he was being unfair. Serena had been courageous and skillful. She'd managed the sort of heist that would become legendary for its flair. She'd returned with the kind of loot that most people only dreamed of, and she'd been so proud of it, justifiably so. With a few words, he'd managed to shatter that. He'd alienated her because he'd been jealous that she'd shared his spotlight.

There, he'd said it. With a conscious effort, Otto looked inward and realised that he'd been miffed at her triumph. He'd wanted her admiration for his own robbery. He'd hoped to impress her with his tales of derring-do. He'd ruined any chance of that, though. And she was leaving, too – what could he say that would persuade her to stay?

On her knees, her back to Otto, Serena could feel hot tears of anger and frustration welling up in her eyes, She'd so wanted to show Otto what she could achieve, and she'd done so perfectly. Yet he hadn't seen it that way. He saw her as a liability, despite what she'd managed. That hurt her.

Perhaps her decision to leave was a little childish, but she couldn't help it. She wanted Otto's company, but she didn't want to be the weaker half of the partnership. He'd made her feel that she was just that. But she'd made the decision now, and she couldn't change it.

"Serena."

His voice cut through her thoughts. She didn't want to turn around, to have him see the gleam of tears in her eyes.

"Serena, I'm sorry. You did a magnificent job today, and I should have seen that, instead of being upset." His voice was slightly hesitant, as if he was unused to apologizing.

"Don't leave. I've seen what you can do, and I need you. We can make fusion work, and we can do it together. Besides, it's only been a day – less than that - and I've already ... gotten used to you."

Serena heard the smile and the sincerity in his voice. She forced herself to turn back to him.

"If I stay, then we're partners. We do everything together." She tried to keep cool neutrality in her voice.

"Everything?" Otto raised an eyebrow enquiringly.

Serena blushed, unable to hide her grin. "Almost everything."

She sniffed and wiped a stray bit of moisture from under her eyes. Otto frowned suddenly, noticing something for the first time. He stepped forward and took her chin in his hand, tilting her face up to the light. Serena winced ruefully. The right side of her face, which had been covered by her hair, was swollen and bruised. The flesh was puffy and the skin looked tender and raw in spots.

"I was hoping you wouldn't notice," Serena said, not meeting his eyes.

Otto suddenly noticed something else about the way she was standing. He glanced down at her arm, only to see the leather covered with the slick sheen of blood.

"It looks worse than it is ..."she began, only to grit her teeth in pain as he pulled the leather away from the gash.

Otto looked over at her. 'You're right about that. It's not deep, but it's bled quite a lot. I want to take a better look at it, although it's doesn't seem serious. Take your jacket off."

Serena arched an eyebrow. "I'm not ... um ... wearing anything under the jacket. Just my underwear. It might shock you."

"If it's not matching, I'll forgive you. Just take it off. I don't think you have anything I haven't seen before."

Otto tried to sound professional. Shock him, indeed. How old did she think he was? As she wriggled out of her tight jacket, he was pleased with the air of careful detachment that he was able to maintain. The pale creaminess of her skin was dusted with a few freckles, mostly around her shoulders and collarbone. She wore what he suspected to be a sports bra, the front slightly damp with sweat. A thin gold chain rested on the fabric, lending a touch of delicacy to the functional garment. He suddenly realised that he'd been staring at her while she undressed. Shooting her a quick glance, he composed his face once again. Good, she hadn't noticed his slip.

Serena dropped the jacket to the floor. As flirtatious as she'd been earlier, she suddenly felt strangely shy. She was undressing in front of someone she'd had a crush on for years. Even his obvious lack of interest in her didn't make it any easier. She felt both embarrassed and excited, the combination oddly tantalizing.

Otto leaned forward and squinted thoughtfully at the wound, a tentacle lifting Serena's arm up. He'd been right – it didn't seem terribly deep, but the edges were torn and he suspected it would leave an ugly scar no matter what he did to it. It certainly looked painful.

"It needs to be stitched", he said. "I'll need to get some supplies ...".

Serena held up a hand, looking pleased with herself.

"I already have anything we might need. Medical supplies, lots of food, plus various other necessities that will transform this place into somewhere we can work."

Otto's face showed his surprise. Serena beamed even more.

"It was a busy day. I went shopping, tried on some clothes, got a makeover ... then robbed a jewellery store, got beaten up, and had some guy fondle my arm with his tentacle."

The tentacle let go of Serena's arm. It flopped back limply by her side.

"That wasn't a complaint", she said with a glint in her eye. Their eyes met and locked.

Serena could feel the warmth of his touch lingering on her skin. His nearness was almost intoxicating. She remembered all those days in the physics lab where they'd been working closely together. She'd had the same reaction then, feeling as if she couldn't concentrate on anything but him, especially when he'd brushed past her accidentally, or their hands had touched on the odd occasion. She wanted to reach out to him and draw him closer to her.

Otto wasn't quite sure what to say. Her golden eyes were huge, and he felt as if he'd be happy to never tear his gaze from hers. He watched with fascination as the pupils started narrowing to feline slits again. He'd been in the company of his former student for just a few hours, and he was already feeling this intense attraction towards her. When they'd known each other before, it had been different. She'd been a student and he'd had Rosie. He hadn't noticed her as anything other than the brilliant student she was. But now, she'd become a mature woman, and it was as if she'd transformed into another person entirely. Which she had, now that he thought about it.

With reluctance, Otto looked away. The magical moment was shattered.

"We'd better ... um ... stitch your arm up. I don't know anything about doing it, but the tentacles are capable of it. They'll have you sewn up before you know it."

He gave her a quick smile, trying to hide his nervousness both because of the moment they'd shared and at the prospect of hurting her so much. Serena's eyes still lingered on his face, her expression thoughtful.

"Perhaps we should go and take a look at the medical supplies?"

"Indeed," Serena said in a resigned voice. 'Let's go get it over with ...".


End file.
